Ultimate Rising
by aspiringactor
Summary: In order to combat a new threat to the world, a new team is formed. All of them allies to the greatest hero of them all. Set in a post death of Spider-man Ultimate universe.
1. Ultimate mission

_**Ultimate Rising**_

_Shit shit shit shit shit shit,_ She thought as she sprinted down the hallway, avoiding gunfire as she did so. She kicked off against a wall, allowing her to reach the overhead hatch, which in turn lead to a rooftop. Now she had a clear view of the entire facility. Or rather, the sea of watchtowers, searchlights, helicopters and machine guns. All of which where looking for her, and the small USB drive in her hands. _Mainly because it contains their plans for a top-secret weapon,_ she thought as she resumed her running, heading strait for her extraction point, which was across the facility.

That distance was next to nothing, however. Due to the enhanced DNA she had received from her source host. It allowed her to leap on top of walls and crawl along thin pipes. It also allowed her to avoid being spotted by searchlights and patrols, with her precognitive sense. Though that didn't make everything a walk in the park. She did turn around a corner, only to come face-to-face with a helicopter.

"_HANDS IN THE AIR!" _the pilot shouted as she was flooded in light. As a trained S.H.I.E.L.D agent, she wasn't willing to comply. Instead, she leaped off the ground, aiming to land inside the helicopter's open doors. She did just that, and lashed out with her left leg, striking the man closest to her. He flew out the side of the chopper, but she paid him no attention. Instead she re-focused on a man to her right, who drew a handgun.

Or tried to, at least. She wrapped her legs around him and knocked him against the side of the chopper, before striking the pilot. Acting swiftly, she took over the controls, and raised the entire thing into the air. The radio buzzed to life as she did so.

"_Echo Three Charlie Alpha," _a voice said from the control tower. _"What happened?"_

"Nothing," she replied in a cool tone, hoping that the air traffic controller didn't know the pilot. "Nothing, slight electrical malfunction. Nothing worth noting," she said as she turned the helicopter around, and resumed her path towards the extraction point.

"_Head back to the hangar," _the man in the control tower said. "_I''ll have a crew standing by for you."_

"Negative," Jessica Drew replied, trying not to sound annoyed. "Negative, I've got eyes on the target. In pursuit now. It's kinda cramped here. Don't send backup," she finished, hoping that the rest of the fleet would stay away. However, Jessica seemed to have inherited her DNA donor's bad luck, and that was not the case.

"_Echo Three Charlie Alpha has eyes on the target," _The man from the control tower said in a rushed tone. And as soon as he finished, she saw three other helicopters turn and head in her direction. And if that wasn't bad enough, her personal radio buzzed to life.

"_Agent Drew, this is Agent Coulson,"_ her fellow agent's voice rang out from the device on her wrist. _"We're at the extraction point, where are you?"_ the man finished, as the helicopter's radio hissed with static. They had cut her off, and she knew why. They knew that she wasn't one of them, and where trying to lure her into a false sense of security.

"Really bad timing Coulson," she snapped into her radio as she began to formulate a plan in her head. A plan that her superiors would reprimand her for, and her DNA source would be proud of. If he didn't blow everything by screaming loudly. "E.T.A five minutes, cue-ball."

"Agent Drew," Coulson replied sternly from the other end of the radio signal. "Scans show that you've got six bogies on your tail...are you in a helicopter?"

"I had to improvise," she quipped as she pushed her ride into a steep dive, before leaping out the side. She landed, tucked her feet and rolled before resuming a sprint pace. She used her momentum to launch herself into the air, over a gap between two buildings and towards a sleek black Helicopter. Otherwise known as her only way home. She was less than five hundred feet away when something tackled her from the side, with a feral roar.

Her S.H.I.E.L.D training allowed Jessica to recover quickly by getting to her feet. She preformed a quick self-assessment, finding that a small nick to her shoulder was the worst of her injuries. Or where, before she was struck again from behind. The force of the blow sent her to the ground, as Coulson called out to her.

"We've gotta pull out!" he shouted, "Disengage! Agent Drew, Disengage the bogie and-" She didn't catch the tail end of what he said, as she rolled out of the way of a descending opponent. Jessica got back up on her feet and got a proper bead on her enemy. _Definitely female, _she thought, _trained, and lethal._ The figure charged, and she flipped over it's head and sprinted for the rest of her team. Unfortunately, the figure caught up with her, and tackled her once more. But this time, Jessica was more prepared, and shoved it away with her foot. As the figure tumbled, Jessica caught sight of what looked like a knife protruding from the woman's hand. But she had no time to investigate further, as she saw incoming soldiers, so she leaped into the extraction vehicle, beside Coulson as bullets peppered the ground, and the helicopter lifted into the air.

"Did you get it?" the senior S.H.I.E.L.D agent asked her.

"Yeah," Jessica panted as she reached down her uniform, and pulled out the USB drive. She handed it to the man before reaching for the first aid kit. She addressed her own injuries as they flew off into the night sky. Eventually, she dozed off.

XXX

"Drew!" the sharp voice of the second-in-command of S.H.I.E.L.D snapped, bringing her back to reality. She was currently in a room full of her fellow Agents. Most of whom where her superiors, and giving her a hard stare. _Field work is so much easier, _she shrugged as her eyes traced towards Carol Danvers, the second-in-command of S.H.I.E.L.D, who was finishing the briefing.

"Sorry," Jessica muttered as she sat back up.

"As I was saying," Danvers continued. "Their encryption is like nothing we've seen before. It'll be weeks before we can get anything out of it. So for now," she continued sharply. "All we have to go on is Agent Drew's report. Agent?"

"Hydra's bumped up their security," Jessica said as she got to her feet, and made her way to the head of the table. "Or this fraction of them anyway. Clearly they've got some powerful friends," she said as she brushed her hair aside. "Very powerful. Cabinet powerful," she continued as a collective series of nods echoed around the table. "I've never seen so many exoskeletons in one place."

"Type?" one of the politicians who where at the table asked.

"Mark-VI," Jessica deadpanned, "and what looked like it could be a Mark-VII prototype. And-"

"What I want to know," the voice of Nick Fury said as he strode into the room. "Is how one of my top field Agents got taken down twice in less than two minutes," he continued as he stole the spotlight from Jessica. "Care to explain, Agent?"

"I was cut off guard," she replied as she tightened into a sharp salute.

"Well I beg to differ," Fury said as he set a file down on the table. "New intel from Bosnia says that Hydra's gotten their hands into genetic tampering. The same kind that gave us you," he continued as he pulled out several papers. His hands moved to fast for her to read all the information, but she caught several glimpses. She saw something about Utopia, a map of the Grand Canyon, and a picture of a man in a black suit.

"Sir?" Coulson asked as he stood up. "Any information that involves my team-"

"Not your team anymore, Agent Coulson," Fury deadpanned as he straitened his back. "Until further notice," he continued with a sharp inhalation, "Agent Drew will assume command, as she's our expert on genetic clones." He said before turning to face Jessica directly. "I want the two of you to assemble a meta-human strike-team. And I want you to find out more about what Hydra's been doing, understood?"

"Yes sir," both Jessica and Coulson replied as they snapped to a salute.

"Good." Fury said as he snapped his fingers, "You'll be stationed out of the Triksillion. And you'll have access to our full resources and living quarters. I want the team up and running in a week, understand?"

"Sir yes sir," the two agents replied in unison.

"Good," Fury finished, "Adjourned." With that, Jessica made her way towards the exit, and down the hall. She had been going strong for the past twenty-two hours, and was in desperate need of some rest. Unfortunately, Phil Coulson didn't seem to be able to read her body language, and caught up with her quickly.

"Mam I-" he began to say.

"Cut with the 'mam' crap," she snapped briskly as they turned down the hall. "It's weird, really weird. You're way older than me. Now spill," she finished as they reached the door to her quarters.

"I um..." he began, "I have a few ideas for the strike-team," he said with a small grin.


	2. Ultimate Team: Part one

"Chickadee, behind you!" flash shouted as he raised his rifle, aiming just past his partner's head, and firing twice. Two armed gunmen fell to the ground, each with a bullet in their head as his partner scowled harshly.

"It's _Mockingbird_ you dumb-ass," Kenny 'Kong' McFarlane shouted back as the two of them dived under cover, narrowly avoiding a hail of bullets that peppered the ground. In unison, they both raised their weapons and returned fire along the same path. Given that they where both skilled marksmen, every bullet hit it's intended target.

"Yeah, yeah," Flash replied as he prepared to run towards the nearest building. "Whatever Chickadee," he said before breaking into a powerful sprint. Behind him, he heard the sound of gunfire coming from Kong's location, informing him that his back was covered as he skidded to a stop behind a wall. "Clear! Go!" he shouted as he scanned the surrounding rooftops for enemy soldiers. There where none, which was fortunate for them both.

"We've got five minutes to get in, grab the target and get out," Kong said with a slight pant as he ejected a spent clip from his assault rifle, and replaced it. Two days ago, someone had broken into one of S.H.I.E.L.D's top-notch prison and broke Quentin Beck out. Only it wasn't the real Quentin Beck. According to the available intelligence, he was from an alternate dimension. There had been rumours spreading around S.H.I.E.L.D a few years ago that the man had come into their universe, followed by a not-dead Peter Parker.

Unfortunately, neither of them had been stateside when it had happened. They had both been deployed by S.H.I.E.L.D overseas. In fact, they where the youngest field agents to date. They had both signed up right out of high school, inspired by their mutual friend Peter Parker. The inspiration he had given them had served them well, even earning themselves a spot under the two top agents, Clint Barton and Natasha Romenov. Barton, also known as Hawkeye, had given Kong the nickname Mockingbird, after his habit of mimicking the actions of everyone around him. Flash, on the other hand, had inherited the codename of Black Widow from his mentor.

Now, both men where in the middle of North Korea battling insurgents. Going after a inter-dimensional criminal, of all people. They carried with them extra ammo, full body armour, and top-of-the-line assault rifles.

Signalling with a wave of his hand, Flash gave Kong the go-ahead, and he rounded the corner, with Flash in tow. They snuck down a deserted hallway, which led them to a series of stairs. The latest information told them that Beck was being held on the top floor, along with several heavily-armed guards.

"At least my name's not a chick name," Kong quipped as he peered around a corner.

"I thought you liked 'Black Widow?'" Flash snorted as the two of them reached the staircase. Quietly, they began to ascend the steps. They did so very slowly, so as to avoid alerting enemies to their position.

"No," Kong whispered. "I liked Romenov. Specifically, I liked her rack. You don't have that," he finished as they reached the landing that lead to the top floor. "And her ass was pretty good to," he said as he leaned his head into the hall, before snapping it back. "I count three baddies. Two with AK's. The third's got an Uzi. Flash-bang?"

"No," Flash replied as he double-checked his ammo. "We need to go lethal. Otherwise stray fire could hit us. Not to mention it's to loud."

"You could have mentioned that _before _we shot those guys in the courtyard," Kong replied stiffly. "Gym sock bomb?" he offered with a slight shrug.

"Gym sock bomb," Flash smiled as he reached for his belt. He pulled a small grenade-shaped device from a pouch, pressed a button, and tossed it around the corner, towards the three guards. "Masks on," he said as he followed his own order. The gym sock bomb, or gaseous botox dispersal grenade, was designed to fill the air with a toxic chemical that instantly paralysed anyone who inhaled it. Within seconds, the heart stopped pumping blood, and the brain stopped sending out signals. So a gas-mask was the only sure protection they had against it's effects. "Go!" he snapped as he stepped out into the hallway, sweeping his rifle around as he did so, looking for additional targets. He found none, and moved to cover Kong, who was attempting to pry open the sealed door.

"No good," Kong said as he ran his fingers along the edges of the door, searching for a spot to pry it from. "Two inch steel," he sighed as he got to his feet. "I'd need my blowtorch to cut through. At least two minutes."

"Make it thirty seconds," Flash ordered as he shifted his grip on his weapon, and Kong pulled out the small cylindrical device from his bag. He ignited it, and began to cut. Sweat began to fall down Flash's face ass he waited. Thirty seconds was to long for them to be out in the open like they where. To easy for them to be taken out by a sniper, or a well-placed grenade.

"Done," Kong said as he moved away from the door once more, allowing Flash to kick it in hard. They both entered, weapons ready for a firefight, only to find their target tied up in a chair. He seemed to be unconscious, with a wound to the head. Acting quickly, Flash placed a spare mask over his face as Kong cut him free from his bonds. "I got him," Kong said as he threw thee unconscious man over his shoulder, "Lets move. I count three minutes until our chopper touches down."

"Then let's move," Flash shrugged as the two of them broke out into a strict run down the hallway. They re-traced their steps down the stairs, encountering no resistance whatsoever. Even as they made their way into the courtyard, where a S.H.I.E.L.D helicopter descended from the skies, ready to pull them out. "Go!" he snapped as bullets peppered at their feet. He turned around and fired back, hitting the soldier square in the chest as Kong threw Beck into the helicopter's belly. In unison, both S.H.I.E.L.D agents boarded the bird, firing their weapons as they did so.

"Buckle up!" The pilot said as they began to ascend into the air. But the pilot's voice caught their attention, it clearly wasn't male, like when they had been dropped off.

"Where's-" Flash began to say.

"Long story," the woman replied hastily. "You aren't going back to the sandbox, guys. I've got direct orders to take you stateside."

"We need to debrief with-" Kong began to say.

"Agent Lawson will be informed. And Director Fury will debrief you personally" the pilot replied curtly as she pressed a series of buttons. "A level eight agent requested your presence," she continued as the chopper moved over water. "And that's all I know boys. E.T.A to the _Excelsior _is twenty minutes. From there, you'll board a SR-71 that'll take you stateside."

"Copy that," both Agents said in unison.

XXX

"Holy shit," Kong muttered under his breath, and Flash nodded in agreement with his assessment of their situation. Neither of them had seen the Triskileon for themselves, aside from the pictures and posters that had led them to be enlisted. And so, both the crack agents felt like a child meeting their hero for the first time as the state-of-the-art jet descended onto a landing platform. As they touched down, a team of armed agents moved to remove Quentin Beck from where he sat against the wall and onto a stretcher, and began to cart him away.

"Try not to lose him again," Flash quipped to the man who looked like he was in charge. As he spoke, two more people approached. One of them was a man in his mid-forties, wearing a suit and holding a series of papers under his arm. The other was female, and wore a standard-issue blue S.H.I.E.L.D uniform. She was also much younger than the man. In fact, she appeared to be the same age as Flash and Kong. And there seemed too be something very familiar about her face, but Flash couldn't quite place it.

"Agent Thompson, Agent McFarlane?" the man asked, earning slight nods from both men. "I'm Agent Coulson," the man said as he stuck out a hand, for them both to shake. "This is Agent Drew, team leader. Come inside and we'll talk," he finished as he beckoned them to follow. They did so, into the Triskileon itself. They walked past a number of other agents, all of them bustling about with important missions.

"This is definitely an improvement over North Korea," Kong whispered as he nudged Flash's shoulder. "I like the view already," he smirked as he indicated towards Agent Drew, who was directly in front of them.

"I would not do that," female voice with a distinct accent said, "If I where you. She is a meta-human, after all. Not to mention your superior officer." Both men turned to see two petite bodies following them. One was female, the speaker. And the other was male, and smiled timidly at them. They where both dressed in civilian garb, and reeked of chemicals and lab equipment.

"Jenna they _are_ field operatives," the man whispered with an equally powerful accent.

"Well that does not excuse them from proper behaviour," the woman, Jenna said with a slight shrug as they all turned down an empty corridor. "Leo Fitz. Or proper hygiene, for that matter," she whispered back to her partner, before tapping Flash on the shoulder. "You both stink."

"It's called North Korea," Kong shot back as he ran his hand through his hair. "Not that you've ever been there. Or ever will be, for that matter," he said as they followed Coulson and Drew into an empty room, which was lined with maps and schematics.

"Agents Thompson and McFarlane," Agent Drew said sharply, with a voice that once again eluded Flash's memory. "Your quarters are to the left. Agent Fitz, Agent Simmons, to the right. The kitchen is down past the quarters on the left. And beyond the right-wing quarters is the laboratory and infirmary. Restrooms are down the hall behind me, as is the briefing room and armoury. Thompson, McFarlane," she continued sharply, "your belongings should arrive within two days. Dismissed," she finished.

"Um, Mam?" Kong piped up, earning the attention of both Agent Drew and Agent Coulson. "Why are we here? What's our mission?"

"You will be informed of that when the other three agents arrive," Drew said sharply, before turning away. "Until then, I've got some reading for you," she said as she picked up a large binder, and handed it to Flash. "It'll give you two bricks a head start," she finished with a hard glare, before turning away, along with Coulson. Flash took this as a cue to go and check out his new living space. He walked down the left hallway and entered a two personnel room, with the beds lining the wall. A single mirror had been nailed to the small closet, which had a top and a bottom section. He pulled the doors open, revealing two standard-issue S.H.I.E.L.D uniforms. One with his name on it, the other with Kong's.

"Nice," Kong said as he entered the room, carrying the binder they had been given. He set it down on the small table and peered past Flash's shoulder. "I think I'll hit the showers first. Then see if _Agent Drew_ wants to give me a personal tour," he quipped with a smile.

"Oh no," Flash replied, "you do _not _get the showers first. I do. I ran the Op, therefor I get first shot at the shower. And I'm your superior officer," he continued as they circled one another. "So _I _get first shot at her."

"What the hell have you been smoking?" Kong replied briskly as he stared at Flash from head to toe. "You're not my superior officer! We signed up for S.H.I.E.L.D on the same damn day!"

"I signed up first," Flash corrected with a slight smirk. "So I've been with them longer, and am therefore your superior officer. Understand, Chickadee?"

"I told you," Kong shot back with a stare, "It's _Mockingbird,_" he continued as he shoved Flash backwards, sending him into the table and knocking the binder free. It fell to the ground with a mighty slam, and both agents scurried to pick it up, Kong reaching it first. As he straitened his back, he opened the binder to a random page that was filled with scribbled notes.

"I can't read any of this chicken-scratch," Flash said as he peered over his partner's shoulder. "Can you?"

"That," Kong said as he pointed to a large symbol in the corner of the page. "Is a 'Y' chromosome symbol. And it's been scratched out," he said with a shrug. "Other than that, I'm lost. I barely passed grade nine science, remember?"

"Yeah, I remember," Flash half-snorted as Kong closed the book. "We had the same tutor, remember?"

"Can you imagine what his expression would be?" Kong said as he slapped Flash on the shoulder, in a sign of friendship. "If he saw the two of us right now? Two high school football stars turned into star agents of S.H.I.E.L.D?"

"I think he'd still have us beat," Flash replied, somewhat solemnly. "being a science geek turned Superhero and all. A guy who saved thousands of lives. Including ours. And fuck, we just saved a guy who supposedly tried to kill an alternate-reality version of him," Flash continued as he stared at the floor. "What the fuck's up with that. Next thing you know we'll be resuscitating Norman Osborne and all."

"Yeah well," Kong nodded as he ran his hand through his hair, "You know what he'd have said to that?" the stocky man continued, "make sure you give him a good wedgie for me."

"Yeah," Flash shrugged somewhat, "yeah I guess so. Look um... you hit the showers first. I'll um..get settled in and stuff. Try and get a head start on the chicken-scratch stuff," he finished as he sat down on the bottom bunk. Kong seemed to take the hint,, and bowed out of the room. However, Flash was not left in solitude for long.

"So sorry," Jenna Simmons piped up as she peeked her head around the door frame. "But did I hear you say that you where tutored by a Superhero?" she asked intently, as her entire body came into view.

"Uh yes 'mam,"Flash replied as he got to his feet and placed his hands behind his back. "Me and Kenny, we where uh...Spider-man's classmates back at Midtown," he said firmly as memories of heads in toilets and bodies in lockers flooded to his mind. He would have considered them fond, if they didn't give him a nasty feeling in his gut.

"You are lucky!" Jenna half-exclaimed as she brought her hands together. "I wish I could have met him! You must have so many-"

"Not really," Flash shrugged, "unless you count shoving his head in a locker, or into a toilet bowl. Or knocking books out of his hands." _Yeah, I was a real jerk to him, _Flash thought to himself as the scientist Agent stood in his doorway.

"Oh," Jenna said with a surprised expression. "You where _that _kind of person, where you?"

"Yeah," he said, "I was."

_**A/N: Well, what do you think of having Flash as the new Black Widow? And Kong as the Ultimate Mockingbird? How about my inclusion of Fitz & Si mmons (From Agents of S.H.I.E.L.D)? Who do you think the other three members of the team will be? And how long do you think it'll take Flash & Kong to figure out that Jessica is Peter's clone? **_


	3. Ultimate Team: Part two

She would never have pictured herself in this situation when taking career-planning courses in High School. She had always envisioned being a journalist or a teacher. Something where she was helping others in a peaceful manner. Not by saving people from being crushed by falling cars. Which was what she was doing at that precise moment in time.

"Goddammit people!" the red-headed super-heroine shouted as she caught the fourth car in an hour. "Clear the area! It's not safe!" She couldn't quite understand why people thought the presence of a superhero meant everything was going to be alright, and that they could stand and gawk at the action. Nonetheless, she tossed the car back along the trajectory, towards the Wrecking Crew before flying high into the air. She used a combination of the sun and her ability to create blinding amounts of light to disorient her foes long enough to properly close the distance between them, and land a heavy punch on Bulldozer's jaw. Not hard enough to kill, only to break.

"_Uoe Blech!_" The man stammered, unable to properly form words as she struck him in the stomach. She made a mistake, however, in focusing on one enemy, and not the backup that he had. So as punishment, she received a sharp blow to her back with a crowbar. She turned and let out a mighty kick that sent the man flying as she blinded the two remaining members of the Wrecking Crew.

XXX

_**Two Years Ago:**_

She had wanted to get away from it all. Cities. Technology. People. They all drove her crazy. So that's why she signed up for an archeological dig in the South Americas. Sifting through sand and dirt under the Brazilian sun served as an excellent distraction for the busy mind of Mary-Jane Watson.

Currently, she was helping to excavate the remains of a temple. In the previous two years, she had moved up the ladder and was now managing a team of four diggers. One of whom was currently yelling for her attention.

"Senorita!" The man shouted from the top of the structure. "Come quick! We found it!"

"Hang on," she muttered as she began to climb. Over the past two years, she had developed an extremely athletic build, and the climb was nothing to her. Se reached the top within minutes. "Now," she said as she approached the digger. "What-" something gave way beneath her feet, and she plummeted downwards, into the temple itself. Luckily, she hit what appeared to be a ppiile of sand, and that cushioned her fall, but only to a certain degree. She tried to get to her feet, but found that a pain lancing up the side of her leg was preventing that.

"Senorita?!" the crew called out to her. "Are you all right?" They said as a bright blue glow caught her attention. She braced herself against the wall, and stumbled forward, towards it. She couldn't quite explain why, but she felt herself drawn to it by some unseen force.

"I'm alright," she coughed as she continued to stumble towards the object. She could tell that it was small, but letting off it's own light. And it was definitely calling for her, as she reached for it. "Doctor, I think I found something!"she said as she took the object, which was a small rock, in the palm of her hands.

"The Moonstone?" Doctor Whedon called out from the hole in the ceiling.

"I think so-" She began, until a searing sensation in her hand caught the words in her mouth. She looked down, and saw the blue stone literally melting into her hand. As soon as it entirely disappeared, she felt the pain in her leg disappear entirely as her clothes melted away. They where soon replaced by a gold and white second skin. And the power. She could feel it coursing through her veins. Her whole body began to glow with it. She felt herself rise into the air, pulsating with power.

XXX

_**Present Day:**_

"Lady, move!" Mary-Jane shouted as she tossed aside another car with ease. At her command, a lone woman sprinted out of the way as Mary-Jane, who had taken the name of Ms Marvel, charged back into the fray with the remaining two members of the Wrecking Crew. She ducked under the swinging fists of Bulldozer as she manipulated gravity to her will, and struck him with one of nature's most underestimated forces. Knowing the man would be down for some time, she allowed herself to divert her attention to Wrecker himself, who was holding a baby in his hands, smirking wickedly. On the ground a few feet away was an unconscious woman, who was presumably the child's mother.

"What'll it be, Hero?" Wrecker taunted as he cradled the baby. "Hit me, and you hit this poor, innocent little thing. Let me go and I'll-"

"Outta my way!" a newcomer shouted as the body it belonged to swung down, and snatched the child out of Wrecker's hands. The figure then proceeded to leap out of the way of Wrecker's reach, and land near the closest police officer, who took the child from his hands.

"You," MJ muttered as the figure, Spider-man II landed beside her, and they both assumed fighting poses. "I've got this," she said briskly as she shot forward, catching Wrecker in the gut with her shoulder, sending them both into the pavement. They both skidded and sent up a hail of rubble, but Mary-Jane remained unscathed. Her superhuman durability allowed her to even take gunfire, though she was not impenetrable. _Though my hair'll be a mess, _she thought as she lifted the Wrecker's unconscious body into the air, and towards the S.H.I.E.L.D transport that had just landed. A team of armed guards stepped out of the vehicle as Spider-man II caught up with her.

"You know," the Superhero quipped as they walked, "we make a good team. We should make this a regular thing, ms Marvel."

"I don't do team-ups," She replied with a husky tone. ""Not with people who can't keep up with me. Like you," she continued as she set the Wrecker down. "For instance," she finished with a slight smirk, which caused her fellow hero to let out a slight chuckle. However, their joy quickly disappeared as soon as they saw two Agents approaching them. One was wearing a sharp suit, while the other was unmistakably the female clone of Peter Parker.

"Ms Marvel," the suited Agent said in a warm tone as he continued "Spider-man." he said as he inter-weaved his fingers. "On behalf of S.H.I.E.L.D, I'd like to offer you a spot on a roster we're putting together."

"You're bringing back the Ultimates?" Spider-man asked intently, referring to the famous team which consisted of the world's greatest heroes. And the one which had disbanded less than a year previously. Though they had sworn to re-unite if the world was in danger.

"No," the man replied curtly. "This team will have a more specific purpose that we'll explain later, back at the Triskileon," the man finished as he gave a curt nod towards Spider-woman, who nodded back.

"Me?" Spider-man said with a hint of joy. "I'm right in. How 'bout you?" he asked as he turned towards MJ, who shook her head defiantly.

"I'm not working with S.H.I.E.L.D," She deadpanned solidly. "Not after what they did. Not after keeping all those secrets," she finished before taking off into the sky. She rocketed upwards faster than a car could ever hope to imagine, heading strait for the Empire State building. She didn't know why, but she always seemed to find comfort by sitting on the gargoyles there, over looking the city as a whole. Something about being away from all the noise below was calming to her mind, giving her time to think. She was not alone, however.

"When S.H.I.E.L.D calls," the familiar, yet distorted voice called out to her from below, causing her to look down and see the strand of webbing attached to her thigh. And the Spider-woman that was on the other end of the line. "You need to answer."

"Not to them," MJ huffed as the clone of her best friend climbed up beside her.

"You hate S.H.I.E.L.D," she replied with a shrug. "Me too. In fact, I might hate them even more than you do. But they're also my family, in a way. Well...what's left of it."

"Clones don't have families," MJ replied shortly as she turned her shoulder away from the woman. "Unless you count the test tube."

"I _had _a brother," Spider-woman replied as she pulled her mask off, revealing the feminine version of Peter Parker. "Then S.H.I.E.L.D sent me away on a mission, and when I came back, he was dead," she continued with a sigh. "But then I met Coulson. He's the least like Nick Fury you can be while still working with an agency like S.H.I.E.L.D. He put me on his team," Spider-woman continued as the two of them looked out over the city together. "He was the second person to treat me like a human being first and an asset second," she finished.

"So I'm supposed to feel bad for you?" MJ replied with a snort. "We've all got sob stories. What makes yours any worse than mine?"

"Nothing," Spider-woman said with a shrug.

"Then why are you here?" MJ asked, "If notto guilt me into joining?"

"I'm here to invite you," Spider-woman answered curtly as she took in a deep breath. "Our mission is to take down a new sect of Hydra," she said calmly. "The same organization that we believe Osborne went to when he developed his own Super-Soldier serum," she finished as she let out a deep sigh.

"And you want me to help break down their door," MJ replied as the wind tore at her hair. "Don't you?"

"Well," Spider-woman shrugged, "having someone who can take on the whole Wrecking Crew almost single handedly would help."

"Who else is on the team?" MJ asked with gaining interest.

"Myself," Spider-woman said as the wind continued to howl. "Agent Coulson. Spider-man. Those two bone-headed jocks you went to high School with-"

"You hired Flash and Kong?" MJ blurted, unable to contain her laughter, "scraping the bottom of the barrel much?"

"Their the two top field Agents of their age," Spider-woman said as a smirk edged at her mouth. "Their both crack shots at any range. And both of them are masters of several martial arts. But yeah," she smirked, "they aren't exactly the brightest tools in the shed. But we've got scientists to be our brains."

"Who else is on the team?" MJ asked once more.

"We've got a bead on two more recruits," Spider-woman answered. "We'll be getting them tomorrow hopefully," she muttered as something beeped on her belt. "Yes Coulson?" she asked as she brought a small device to her ear. "Yes, I am," she continued as something cackled from the device. "It looks as though she's-"

"In on it," MJ said firmly with a toss of her hair, earning a small grin from her fellow superheroine.

_**A/N: I know, these introduction chapters are really short. But trust me, everything's gonna pick up the pace soon. Really soon. Now, who do you think the final two members of the team will be? **_


	4. Ultimate Team: Part Three

"Whoa, hang on!" Flash snapped as his hand flew to his side and unholstered his sidearm. He snapped the weapon to a ready position and aimed it at the black body before him. To his right, Kong did the same, but only after pushing Fitz and Simmons behind him. Together, the two crack agents steadied their weapons. "Hands on your head and don't move!" He shouted as he drew a stead bead on the armoured figure. It had an armour-like skin, with white holes where they eyes should be. All in all, it looked like something out of a monster movie. Only it was real.

"Agent Thompson, Agent McFarlane," Coulson said in a calming tone as he stepped in front of them. "Lower your weapons," he continued as Flash and Kong exchanged quick glances. "This is special Agent Venom. She's here as part of the team."

"'Agent' Venom?" Flash snapped aggressively. "Who's bright idea was it to deputize that monster?" He finished, remembering the rampaging brute that had often plagued Spider-man. And that didn't sit well with him at all.

"Mine," Agent Venom replied as it's armour-like skin began to ripple and contort. It became much less bulky and more feminine. And very, very familiar.

"Gwen?" Kong quipped as he holstered his weapon in complete shock. "What the fuck happened to you? You a mutant or something?" He continued as Flash re-holstered his weapon, but kept his hand nearby, just in case. Unlike his partner, he wasn't so quick to trust people. All throughout training, Kong had been slightly more pacifistic. He tended to focus on finesse, speed and accuracy, in complete contrast to Flash's more brutal and strait forward approach.

"Technically," another voice from Flash's past said as she entered the room. "She's not Gwen Stacey," that person, being the red-headed Mary-Jane Watson said flatly. "I see you two bricks haven't changed much," she scoffed with indifference as she leaned against the wall. Flash took note of her changed look. Her hair seemed to be shorter, and her body was like that of a body-builder. She was wearing what looked like a red jumpsuit, with an exposed mid-riff and accentuating black lines that ran up her sides. Behind her stood the person Flash recognized as Peter Parker's successor.

"Watson," Flash nodded as he took in the sight of the red-headed figure from his past, "what is this? A High School reunion?"

"Wait," the diminutive scientist Jenna Simmons asked in a low tone. "You all went to school with Peter Parker?"

"We went to school with _Spider-man," _Kong corrected, before turning to the successor. "No offence, by the way."

"None taken" Spider-man replied with a distinctly Latino accent as he crossed his arms. "Now can someone tell me why we're here?" he finished with a nod that was returned from around the room.

"We're here," Coulson said as he produced a file full of papers, "on a direct order from Nick Fury himself. Agent Drew?" he called out, down the hall. Seconds later, the aforementioned S.H.I.E.L.D agent came into the room, wearing her standard uniform. "Nothing from the Black Cat?"

"She refused," Drew said with a shrug. "But I think our team is sufficient, Coulson. Now," she said as she placed her hands on the table, and gave them all a hard stare. "A week ago, I was sent deep into an enemy base, for information retrieval," as she spoke, a hologram projected itself into the air, showing a three-dimensional model of a base. "There was some recent chatter that HYDRA is developing some sort of super-weapon. All we got was a name, X-23."

"So S.H.I.E.L.D's assembled a crack team to track down the rumour of a new gun or something?" Kong scoffed with a toss of his head. "Overkill much?"

"There's more," Drew said forcefully. "I was confronted by an assailant during my escape," she continued as the hologram disappeared, and a video-screen popped up and began to play. It was clearly a first-person view from Drew's suit, given how much it moved around. Flash watched as the camera swivelled around as something impacted from the side. The shot spun around and froze, revealing a dark silhouette. "The assailant was small, and carried several knives. They where also well-trained. We're supposed to find out their identity," Drew finished with a sigh as the video disappeared entirely.

"And see if they can be exploited," Kong scoffed. "Why not just send in a strike team? I think supers are a bit to much." Flash nodded in agreement as Spider-man stepped forward with clear intent.

"Dude, I don't think you realize how dangerous that attacker is," he said as he uncrossed his arms. "If it can take her out like that."

"I wasn't taken out," Drew shot back with a glance. "Just caught unprepared," she continued, "and this is _my operation,_ Agent Thompson," she grunted with force. "I'll pick who I choose."

"Getting taken down isn't a big deal," Kong offered with a shrug, completely ignoring her previous statement, "Happens all the time and-"

"You have _no _idea who she is," Mary-Jane blurted as she stepped forward. "Do you, Thompson?"

"Should I?" Flash asked with a raised eyebrow. For a minute, it looked as though she was going to answer him. However, the intercom blared with static before a voice filtered through.

"Agent Drew. Agent Coulson, report to the war room," a crystal clear voice said before the intercom clicked off, leaving them all in a state of wonder. The two lead agents did as they where told, effectively dismissing the formal meeting, and allowing more social interaction.

"I still want a full explanation," Flash snapped as he moved to corner 'Gwen' against the wall. Out of some instinct, her skin reverted to it's slimy black armour form. "Now," he glowered, "I thought that whole shindig was fixed."

"It was," 'Gwen replied stiffly. "but about three years ago, it returned. And I began to be able to shape-shift to a certain degree," she continued as she slipped past his arm. "I got into contact with S.H.I.E.L.D and they offered me a position and training. That's all you really need to know," she finished with a hard glare.

"That's not good enough," Kong deadpanned. "I want explanations from both of you, right now," he continued as Flash saw the two scientist slip away from the budding confrontation. "I'm not gonna trust the person who tried to shank me on her first day of school without a good reason!"

"And I'm not gonna trust the guy who can't pass driver's ed the first six times with a gun," Gwen replied with equal firmness in her voice. "Point is, we've all seen some frightening things. And I don't think any of us want to talk about them. And leave it at that," she finished as her 'skin' reverted to it's feminine shape, with her blonde hair now in a ponytail, and wearing what looked like an imitation of a S.H.I.E.L.D uniform. Silence was only broken by Kong asking a question.

"So..." he asked, "who is she?"

"She's Peter's clone," Mary-Jane answered with a sigh. "Except the 'Y' chromosome was damaged, and replaced with an 'X' chromosome, making 'him' into a 'her.'"

"So wait..." Flash asked, completely flabbergasted. "When I hit on her..."

"You hit on Peter," Gwen replied, with a small smirk edging at her mouth. "let that thought sink in for a little bit, Eugene."

XXX

"Reporting as ordered," Coulson said as the two of them faced the directors of S.H.I.E.L.D.

"Good," Danvers snapped briskly as she motioned for everyone to sit. "I have several grievances about your chosen 'Team'" she said coldly as she folded her fingers against one another. "Your scientists, MockingBird and Black Widow I have no issue with. They're all in the system and proven in the field. However," she finished as she lowered her eyebrows.

"The vigilante known as Ms Marvel," Director Fury said with a steel-like tone. "Psyche evaluation shows us that she's highly volatile and prone to outbursts," Fury continued as he folded his arms. "No respect for authority and-"

"She's the team's designated 'Heavy-hitter," Coulson snapped back respectfully. "We deemed it best to include someone with super-strength, in case we met with resistance," he finished with a nod. Jessica remained indifferent as she watched the careful expressions of her superior officers.

"And Spider-man," Danvers quipped. "He's not even properly registered on-"

"he is," Fury replied. "But that information is above your head," he continued as he turned towards Coulson. "If anyone steps out of line, Coulson, I'm disbanding them."

"Understood sir," Coulson said with a curt nod as he and Jessica got to their feet.

XXX

"Mr President," his secretary, Victoria Hand, said as she entered the room. Two security agents stopped her at the door momentarily, to check her I.D card. That was standard procedure, and no one was exempt. Not even his personal staff. "It's urgent," she continued as soon as they let her through.

"Yes, Mrs Hand?" Steve Rogers said as he turned away from the window to face her. "What is it?" he finished curtly as he took his seat.

"It's the second Utopia, sir," Victoria said firmly as she laid down the briefcase she was carrying. "The one that was founded by the survivors of the island attack last year?" She said, bringing to light memories of a near intervention by the American military. He had been so close, but ultimately stopped because no matter what, there was always the chance that his actions could be considered hostile. And he didn't want an army of super-powered soldiers to deal with on top of everything else. Though he did wind up using some back-water channels to send supplies for the relief effort.

"I remember it, Victoria," he said with a nod as he folded his fingers. "What's so urgent about it?"

"This is," She said as she pulled out a series of papers, which turned out to be satellite images of the island. They showed dozens of military-grade helicopters hovering over the islands, and fires springing up everywhere.

"Who?" Steve asked flatly, wanting a strait answer.

"That's just it sir," Victoria replied softly, "we don't know who it is." As she finished, Steve got to his feet, and turned his back to her and stared out the window, contemplating his options once more. But only briefly, as an answer came to him.

"Get director Fury on the line," he barked aggressively. "Tell him if he wants to keep operating on American soil, he's sending them backup now."

"Sir?" Victoria asked tentatively, "Utopia isn't an official ally of-"

"This isn't diplomatic," Steve replied sharply. "There are innocent civilians on that island. Tell Fury that he's to send in an extraction team. And I want you to set up a temporary refugee camp on the U.S.S Oklahoma, understood?"

"Yes sir," Victoria replied with a curt nod as she swept up the files in her briefcase once more. _I just hope he listens, _Steve thought grimly, _the last thing we need is another war on our hands. _Being the President sure had a lot more responsibilities than he originally thought, he mused as he opened up a desk drawer, and pulled out a small picture frame. It was a cut-out newspaper picture from the Ultimate's first mission together. He looked down at the picture, to see his old teammates smiling at him. Shoulder to shoulder they stood, proud. Unfortunately, he had lost contact with them over the past two years, something which he lamented greatly.

_**A/N: who do you think would be bold enough to attack the X-men where they live? What do you think about my inclusion of Gwen as the Ultimate Agent Venom? Do you think Flash & Kong reacted appropriately? Leave your answers below! **_


	5. The Island

Fire reigned down from the skies, scorching the ground into a hell on earth. Trees where not simply burned, they disappeared in a cloud of smoke. The lakes boiled away into absolute nothingness as once-pristine buildings crumbled into dust. Bodies littered the ground left, right and centre. Most had been overcome in the initial bombardment of the island, but a few survived long enough to weather the second wave.

One of those people was Jimmy Hudson, the son of both James Hudson and James Howlett, his biological father. His survival seemed to be the product of his ability to heal over any injury he received. Already, he had suffered third degree burns six times. And half his clothes had been burned away. But he kept going as fast as he could. In his arms, he carried the unconscious body of Megan Gwyn, who preferred to be known as Pixie.

Her matted hair fell downwards, carrying only a sliver of it's usual ethereal glow. Her face was stained with sweat and blood, and her clothes where torn. A large gash ran down her left arm, spewing blood every time it was jostled. He knew she didn't have much time, so that was why he re-doubled his speed.

He raced towards one of the many safe-houses on the island that had been set up by Kitty Pryde, the X-men's official leader. While his opinions on her decisions since her election where questionable in his mind, this was not. He zipped past what remained of the island's Library and crashed through the metal door which led to the underground tunnels.

"Hudson!" The sharp voice of Kitty Pryde shouted from the engulfing darkness. "Is that you!"

"Yeah," he shot back as his eyes began to adjust to the low light. Already, he could see the outlines of several people. All of whom bore a substantial amount of injuries. "She needs a med kit!" he snapped viciously as he set Megan down on the floor, keeping the pressure on her wound as he did so.

"She's gone," Pryde heaved as she pressed her fingers against Megan's neck, and shook her head.

"WHAT?!" Jimmy roared violently. "No! No, she's-!" he was cut off by gunfire erupting above them, which caused everyone to flinch. "Run!" he shouted as he slung Megan's body over his shoulder. Even if she was dead, he wasn't about to leave her body for whoever was attacking the island to desecrate. She was his friend, after all.

"Down here!" Kitty shouted as she lead them down a side passage that was lit by dull lamps. He glanced from side-to-side, seeing that they numbered just seven. Which quickly turned to six, as a series of shots rang out, causing a young girl, no older than sixteen, to fall down. He knew she was dead, and didn't need to see conformation. "We need to keep going for a mile. The tunnel leads to-" two more gunshots rang out, and two more mutants fell to the ground, dead. "-the art submarine I set up for just an occasion. We then make a break for-" _CRA-KOOM!_ Something exploded, sending them all flying. Jimmy rolled on the ground, and he felt someone smack against him, along with the unmistakable ooze of blood. Not his own, but there was a lot of it.

"Come on!" He shouted as he rolled to his feet, ignoring the sensation in his ears. He re-oriented himself enough to see Kitty Pryde helping a young man to his feet. "Keep-" Something hit him from behind, raking across his back, clearly drawing blood. He spun around and extended his claws, ready for a fight. Which came upon him quickly, something small and strong struck him in the stomach. "Run!" he bellowed as he lashed out with his clawed hand, hoping to buy them enough time to escape, as something sliced his hamstring open.

He lashed out with his elbow, and hit something that felt like a face. He spun and struck along the same trajectory, allowing his claws to dig into his attacker's shoulder. A feminine roar split the air as his inner thigh was slashed open. Jimmy's healing factor allowed him to retaliate quickly, by driving his claws into her abdomen, and forcing her back. They crashed through a steel door, and out into the open air, which still smelled like ash and smoke.

The sight of his home reduced to charred remains drove him into a berserker frenzy. He slashed and stabbed wildly, but his opponent was far to nimble for him to land a direct hit when on open ground. He wasn't as fortunate, and was cut across the temple and lower back mercilessly. Eventually, his wild swings found purchase by snagging his attacker's kneecap. He followed the blow up with a keen strike aimed at her throat, but was cut short by something grabbing him from behind, and twisting his neck.

XXX

"Director Fury wants recon complete in an hour," Jessica barked from where she sat, against the hull of the plane. To her left, Flash and Kong checked their rifles and body armour while Coulson, Mary-Jane and 'Gwen' looked at each other nervously. "We're covering the centre of the island. Epsilon and Delta will cover the perimeter."

"Any idea why he'd want to distract us from our mission?" Kong asked as he adjusted his rifle's scope.

"This island is home to the largest concentration of Mutants in the world," Coulson said briskly. "And their defences where obliterated in less than ten minutes. Anyone with _That _much firepower could rival the American government alone. And if they found allies with Al Quada..." he said as his voice trailed off.

"It'd be bad," 'Gwen' said with a nod. "That island's gotta be better protected than the Triskileon, or the White House," she continued nervously. "What do we have on the island itself?"

"Two years ago," Coulson said as the plane began it's descent. "It was founded by the survivors of the Mutant civil war. They don't have much contact with the outside world," He continued with a steady tone of voice. "Which is understandable. But we've managed to get some intelligence on them." He coughed before continuing. "There seems to be an underground network of tunnels, most likely the X-men's base of operations on the island. And as a method of escape, placed their by the nation's leader, Katherine Pryde, alias-"

"Wait," Kong half blurted, "Pryde? As in the Shroud?"

"Her," Jessica snapped, "and get ready!" she hollered as the doors opened to the back of the plane, revealing the high winds and open sky. "Jump!" she ordered as she shouldered her parachute, and leaped out, followed closely by Kong, then Mary-Jane, who was flying, rather than parachuting. The rest of the team bailed out quickly, and they descended towards the burning fields rapidly. In less than a minute, her feet touched the ground, and she heard the click of weapon safeties.

"I've got our six," Flash whispered, clearly in full combat mode.

"Fast and quiet," Coulson whispered as Jessica saw him slip his personal-issued weapon out of it's holster. "There's an access hatch to the tunnel system not far from here. Hopefully it'll lead us to some answers." Jessica nodded in agreement as they wormed their way through the remains of the island. They cautiously stepped over bodies, which in truth made her sick inside. They even passed by one that almost seemed like it was twitching. Yet given the amount of blood and the fact that the body had no head, there was no hope. However, the gouge marks around the body intrigued her, as they all ran in parallel patterns of either two or three.

"There's nothing we can do here," Coulson said as he placed a hand on her shoulder. "Agent Drew, we must_khoff!-"_ He was thrown aside by a foot slamming into him, as Jessica kicked him out of the way of a ball of hard fury. She then proceeded to dive towards the attacker, and wrestle her to the ground. Undoubtedly, this was the same figure who had attacked her during her escape from the Hydra base. Jessica was forced to abandon her investigation, as the figure's fists sprouted two sets of twin blades, which proceeded to slash wildly. The S.H.I.E.L.D agents twisted and rolled out of the way as rapid bursts of gunfire hit the attacker. The bullets hit home, but they did nothing to faze her wild frenzied attack, which resumed quickly.

"Non-lethal!" Jessica snapped as she drove her foot into the attacker's stomach. She didn't bother to hold back on her strike, surmising that the assailant could take the hit. Which she could, but Jessica still had enough time to deliver a hard follow-up blow the the girl's forehead. "We need her alive. We need answers!"

"_Hhhrr-aagg!" _the girl roared violently as she leaped high into the air, and extended a blade from each foot. However, she never got close to hitting, as Mary-Jane collided with her in mid-air and crashed to the ground, using her strength to subdue the girl. Momentarily, at least, as the girl was somehow able to worm her way out by breaking her own arm, and snapping it against Mary-Jane's head, before Jessica pinned her to the ground once more.

"Who do you work for?!" she snapped as the girl struggled.

"_Raagh!" _the girl screeched with a wild look in her eyes.

"Answer me!" Jessica snapped violently, "I_rrgh-!" _The girl bit into her shoulder, which caused the S.H.I.E.L.D agent to recoil enough for her to escape the hold, and roll Jessica on her back. However, something grabbed them both from below, and dragged them down, into a dark tunnel.

"_What'd you do to him!" _a voice cried out as something smacked against flesh, and Jessica got to her feet. She surmised that she was in one of the tunnels, given the damp atmosphere. She could see the bodies of people lying on the ground. Some of them in combat gear. Others in civilian clothes. _"Answer me!" _the voice shouted.

"_Brrah!" _the girl roared as Jessica heard the scrape of metal against rock.

"I," smack, "want," smack, "answers!" the second female voice shouted from down the tunnel. Quickly, Jessica rushed towards the fight, and tackled the girl as she was about to land a counter-attack. They both hit the ground hard as she drove her knee into the girl's ribcage, barely earning a pained response as a portion of the ceiling caved in, most likely as a result of Mary-Jane's powerful muscles striking the ground.

"Spider-Woman?" she called out.

"Over_hukk!_" Jessica attempted to respond, only to have something sharp slip between her ribs.

"Get over here!" the female's voice shouted as Jessica felt her attacker being lifted off her body, and tossed into a wall, hard. Rubble rained down as Jessica hobbled to her feet, clutching her wounded chest as she did so. "Where is-"

"I don't think she can talk," Jessica said as she braced herself against the wall.

"We'll see," the female, who Jessica now recognized as the X-men's most recent leader, Katherine Pryde, said with a snarl. "I can make her talk if I want."

"So can we," Jessica replied as she heard the sounds of boots hitting the dirt. "She's wanted by S.H.I.E.L.D for questioning."

"She's wanted by _me_," Pryde snapped as the girl fell to the ground, out cold. "For questioning in the deaths of three thousand Mutants. And-"

"You're being taken into custody as well," Flash Thompson snapped as he and Kong raised their weapons. "Our orders are to question anyone with-"

"What he means is," Coulson said as he stepped in between Pryde and Flash's rifle. "maybe we can offer you help. You can tell us what happened. And you can have access to our resources in your search for more survivors." A tense moment hung in the air, as Pryde's eyes flashed from side to side.

"Deal," she muttered.


	6. Dynamics

"_**You either die a hero. Or you live long enough to see yourself become the villain."**_

"_RAHGG!" _

"As you can clearly see," The female scientist, who Kitty had been told was Jenna Simmons, said as she cautiously skirted around the table on which their prisoner was being held. Forcefully restrained with adamantium bars around her ankles and wrists,, the vile thing struggled for freedom. "The subject, who we've been referring to as X-23 seems to be prone to violent outbursts," she finished before retreating to a safe distance.

"This was definitely the same...thing that attacked me," Peter Parker's clone, otherwise known as Jessica Drew said as she approached the table. "I mistook her claws for knives in the dark. But her height and physical profile are a definite match," she continued as X-23 snarled viciously.

"Has she said anything?" Mary-Jane Watson, who was now going by the alias of Ms Marvel, asked as she crossed her arms in front of her chest. _Her voice still grates on my ears, _Kitty thought with a grunt as X-23 rattled against her restraints. A bloodlust began to rise up inside her, as she realized that this was the being responsible for Jimmy Hudson's death. And while she barely tolerated Jimmy in life, he was still a link to the past. A link to the X-men in the glory days.

"No," Drew replied as she let her shoulders fall. "Aside from a lot of yelling and screaming. I don't even think she's capable of speaking," the S.H.I.E.L.D agent finished with a heavy tone of voice as she began to walk away from the table. this prompted the other scientist, Leo Fitz, too step up to the plate for his turn.

"The um..._subject _appears to possess some sort of accelerated healing abilities," he said in a rather timid tone of voice. As if on cue, X-23 pulled against her restraints once more, causing the man to shudder. "Her wounds from the battle have all disappeared, and she's-" _CRACK! _X-23 pulled to hard, and managed to break her own arm, so much that it popped through her skin. Kong and the New Spider-man moved to restrain her better as Agent Drew re-set her limb. "-yes, well that I think shows the extent of her abilities," Fitz continued, his fear showing through even more than before.

"The only logical conclusion," Simmons said as she stepped forward again. "Is that she's a clone of the first member of Weapon X. Since there's no way too duplicate the 'Y' Chromosome as of yet. Well, none that I know of. It's possible that whoever built her _could _use her regenerative abilities to help clone the chromosome. But that theory is largely untested," Simmons continued as she skirted around the table. "If I am to properly ascertain her origins, I will need a DNA sequencer, Agent Drew."

"We know her origins," Drew replied with a shrug. "She's a clone created by someone. Most likely Hydra, to combat the recent uprising in superhero activity. Which means," she continued to lecture. "That there could be more of them out there. Possibly on Utopia. Katherine?"

"I didn't see any others," Kitty snapped back as she folded her arms across her chest. "But there was a lot of heavy firepower for a small terrorist cell. Someone's bankrolling these people. And I think that's who you need to find first." She finished with a slight scoff.

"Which is what we're going to do," Drew replied shortly. "Fitz and Simmons will explore her genetic structure. Pryde, I want you and Thompson to look over the footage S.H.I.E.L.D could scrap from the island's defences. Kong, you keep and eye on _her," _Drew said as she indicated towards X-23. "Make sure she doesn't break anything."

_**XXXXX**_

"I thought you X-men trained for that sort of shit," Thompson asked in a casual tone as he shifted his feet, while standing in front of the large display screen. "Come on," he said as he noticed the look he was getting from Kitty Pryde. "An island full of super-soldiers? Why couldn't you-" she cut him off by zooming in on a small portion of the screen, which showed a teenager, no older than sixteen, being shot down.

"Because seventy-five percent of the island's inhabitants where children," she snapped as she turned to face him. Immediately, he regretted his words, as she began a slight tirade, aimed at him. "We didn't have any ground-to-air missiles, because we knew that might give some big-shot politician a reason to demand the troops be sent in," she continued as he watched her face contort, and he took a step back. "I've spent the last three years _tip-toeing _the line between mutant world leader and wanted terrorist. And to top everything off, I couldn't retaliate openly against injustice. If some media mogul began a anti-mutant campaign, I'd be arrested if I tried to provide a fair counter-argument. Six months ago, I was in Washington, and I saw a ten-year-old with scales, running from a bunch of bullies. As soon as I stepped in, the cops where all over me, and I had to make an escape. And-"

"Hey!" Flash snapped, not wanting to be put in his place. Not by a civilian. "While you where _running around_ the country," he continued as he gave her a slight push on the shoulder. "I was knee deep in a river of blood over in Iraq. Keeping this country-"

"_This country?_" Pryde roared as she pushed back. "The same country who passed a law making people a property of the state? The one with a floating fortress in the sky? Or-"

"At least this country could afford to give Parker a proper funeral," Flash bellowed, as Agent Coulson and Agent Drew entered the room. Most likely due to the commotion that was being raised. Not that Flash cared. "At least _we_ could attend his f-" She slammed her fist into his jaw, forcing him back several feet. He recovered quickly enough to sidestep the spinning kick, but not the following elbow, which struck his temple. As he made a motion to retaliate, however, Coulson grabbed his arms and twisted him into a body-lock.

"Take ten soldier," Coulson ordered as he led Flash away, into the hall. "and cool off."

"Why?" Flash barked as he turned to face his superior officer. "She was completely out of line and-"

"no soldier," Agent Coulson said firmly. "_You _where out of line as well. Acting out like that. You're a S.H.I.E.L.D agent, you should know better!" Flash let out a sigh as he turned away, and made his way down the hall at a brisk pace.

_**XXXX**_

"Sounds like someone's not happy," Fitz smirked as he began to type in a series of commands on his computer. Even though they had not been cleared for a gene sequencer yet, there where till plenty of tests the scientist duo could run on their own.

"No kidding," Simmons said as she slipped around him, and started scribbling down information on a tablet. "I wonder if we should check his brainwaves instead," she finished as someone coughed behind them. It was at that moment that they remembered that they weren't alone in the room. Agent McFarlane stood on the opposite end of the room, with his arms folded across his chest, and his eyes darting from the two scientist to X-23, who was slightly calmer than before, but still trying to break loose from her restraints.

"Don't mind me," McFarlane shrugged as he pushed himself away from the wall. "And Flash has never been good with words," he shrugged as he sauntered around the table. "He's always been a rely-on-his-muscles guy." The man continued with a slight sigh, "there isn't a problem he can't or hasn't tried to push his way through. And for the most part, it works," he finished as he picked up a sheet of paper.

"that is ridiculous," Simmons scoffed as she finished typing. "You can't simply 'barge' through everything in life. You've got to think things through and find the best possible solution," She continued as she set the tablet down and moved around the table.

"He was the quarterback," McFarlane replied firmly. "He never had time to plan. Just do. And we joined up with the army right out of high school. That kind of mentality saved his life countless times. And mine."

"Well a combat situation is completely different than an emotional one," Simmons replied sharply, which forced Fitz to step in and whisper into his partner's ear.

"Not the best choice of words, Jenna. He has a gun," he whispered.

"I hate the damn things," McFarlane shrugged. "I always preferred restraining people. Maybe using knockout gasses. Non-lethal shots to the knee. But sometimes killing is just necessary."

_**XXX**_

"So, you really met that other Spider-man?" Gwen asked as she lashed her fists out at the heavy bag. "Teamed up with him? Maybe heard a few words of wisdom?"

"You know I did," the 'New' Spider-man replied with a slight shrug. "I knocked him out...i thought he was a thug cashing on on his good image."

"Sounds like someone else I know," Gwen replied as she kicked the bag hard.

"You want to compare stolen Identities?" Spider-man said as Gwen ceased her assault on the bag. "You know that Venom killed my mother?"

"Do I look like Venom?" Gwen said firmly, turning to face him. "Because I don't think so. But what I do think is that I've got the memories of a fifteen-year old girl who _I _sucked dry in a murderous frenzy. I then remember spending two years trying to figure out if I'm Gwen Stacey or Carnage. And finally, I come to where I am today. Some freak of nature who everybody wants to shoot on sight."

"Look I-" Spider-man began to say, as her body shifted it's shape, growing slightly taller and forming black plates of armour. Soon, she towered over him by at least a foot and a half. "I didn't mean-"

"No one ever does," Gwen replied as she assumed her feminine form once more. "I'm sure you heard Thompson's argument with Pryde?"

"Everyone heard it," Spider-man said with a slight shrug.

"He's always been like that," Gwen finished.

_**XXX**_

"Sir," a woman said as she entered the room, carrying a briefcase. The man to which she spoke wore a sharp green suit with a black tie. "Sir we've lost-"

"I'm aware," the man inside said with a nod. "I am fully aware of your _failure_ to restrain the monster that is X-23," he finished as the wall behind him slid open, revealing a large room. "But she was only the prototype," the man continued as he clapped his hand on his subordinate's shoulder, and led her into the hidden room, which was more like a laboratory. "From here, we have perfected the process several times over. With extremely positive results, Doctor Kinney."

"How-" Doctor Kinney said with an open jaw.

"Well," the man smiled as they continued to walk trough the hidden room. "Our associate was the key. He opened the doors for us. He enabled our success. Now, we have over fifty weapons ready," he finished as they came to a stop, in front of a clear plastic cage, which held a large, brutish-looking creature inside. With a simple hand motion, the man opened the door to the cage.

"What're you-" Doctor Kinney began, only to be cut off as the man shoved her inside, and closed the door.

"Your services are no longer required," the man said firmly. "X-50 will deal with you." As he turned away, he smiled at the sound of horrified screams of pain.


	7. Ultimate Enemy

He leaned against the wall, doing his best to ward off sleep as he kept his eye on the restrained X-23. Her struggling had altogether ceased, leaving only the panting, sweat-matted body who appeared to be a eighteen year-old girl with matted black hair that hung down in front of her face. He took note of her toned muscles, and guessed that even without any genetic tampering she was stronger than him. And that she must be an expert in hand-to-hand combat. Though that was a given, based on the fact that she had been raised as an assassin.

"So if it wasn't for those cuffs," Kong quipped in a conversational tone. "You'd probably have killed everyone in the compound by now, right?" He chuckled, knowing that in the four days she had been in the lab, she had never once uttered a distinguishable word. Let alone a proper sentence. So in short, he was talking with himself, while a stranger watched him.

"of course," he continued with a slight shrug. "You'd have to get through me first. Then Flash and Coulson. By that time Shroud, Gwen MJ and Spidey would be awake and ready to stop you. That'd be a hell of a showdown," he finished as a small cough came from the other side of the room. Kong snapped to attention as Coulson entered the room, still dressed in his sharp black suit. He had never met the man before coming to the Triksilion, but now viewed him as a sort of parental figure. Albeit one with a marksman's license and who had mastered several martial arts.

"Is she still not talking?" Coulson asked with a warm tone of voice.

"No sir," Kong replied sharply, careful to use a proper tone in front of his superior officer, who merely chuckled.

"Then might I ask you what you're doing here?" Coulson asked as he folded his arms. Not in a threatening way. More like he was genuinely interested in Kong's response, which confused the field agent. None of his previous commanding officers had ever been so invested in his actions.

"Security detail sir," Kenny replied sharply as he folded his hands behind his back. This was more of a defensive posture than anything else. He had learned it when he first joined the army, when several drill sergeants made him their target. It had helped him outlast their harsh lectures.

"I didn't request one," Coulson said flatly as he nodded, making Kong gulp somewhat. He knew what was coming next. He knew he was about to be reprimanded by his commanding officer. And a small part of him knew that he deserved it, for staying out past curfew. "I read your file," Coulson said as he took a step forward, and uncrossed his arms.

"I….sir?" Kong asked, unsure of what the man meant.

"Six-man team sent strait into the heart of Iraq," Coulson continued as he walked around the perimiter of the room. "That was some nasty business," he said as he walked past X-23's head, causing the girl to squirm somewhat. "The report told me that one of your men was gunned down less than an hour into the operation," the senior Agent continued as he came to a stop. "One of his legs was shot off by a child soldier. And you disobeyed a direct order by running out into the field of fire, and pulled him to safety. Correct?"

"He'd just had a baby with his wife sir and-" Kong began to say, ready to defend his actions.

"I didn't ask for an explanation," Coulson snapped. "I asked for an answer. Did you disobey an order? Yes or No, soldier?"

"Yes sir," Kong replied as he stiffened his back.

"A direct order?" Coulson said with a firm tone.

"Sir yes sir," Kong replied as his gut began to churn.

"And did you learn your lesson?" Coulson asked as he stared the field agent down.

"Sir?" Kong asked, unsure of what Coulson's question was.

"I will not tolerate disobedience," Coulson said in a low tone of voice as he placed his hands on his hips. "One slip-up during a mission may cost lives, soldier," the senior agent continued in a low growl. "I can't let that happen. So, did you learn your lesson? Would you disobey that order again?" Kong was sufficiently stumped. He knew that repeating his actions from that day might get him kicked out of S.H.I.E.L.D. But he also knew in his heart that it was wrong to just let someone die if he thought he could make a difference.

After all, he'd failed people he cared about before.

"Sir," Kong said, as he regained his full composure, ready to face a reprimand. "I would sir. If I thought I could save them." He inhaled deeply, ready to face any harsh words that would come out of Agent Coulson's mouth. In his heart, Kong had his pride and his conscience intact. And that was what mattered.

"Good," Coulson said in a more friendly tone, before he turned towards the doorway. "Black? Cream? No cream? how do you want your coffee?" He continued, leaving Kong slightly confused right then and there, unsure of how to respond. "You are going to be up all night with your friend," Coulson said, indicating towards X-23, who seemed to be fighting to stay awake, "aren't you?"

"Yeah," Kong said with a sigh, still not understanding what Coulson had been talking about. "Cream, two sugars please," he said, before the senior agent left the room. This left Kong alone with his thoughts, in a manner of speaking. He began to think back to the day Coulson asked about, when he pulled a member of his fire-team to safety, while his squad commander barked obscenities at him. despite his reprimanding, he had felt good about what he had done. And his squad-mate certainly thanked him, as did the man's wife.

"Ffrriieenndd?" a course, female voice cracked, breaking the silence as Kong turned to the barely-conscious X-23, who was staring right back at him. His mouth opened in slight shock as Coulson re-entered the room, bearing a similar expression and two steaming cups of coffee.

**_XXXX_**

"Interesting," Jenna Simmons said as she studied her notes. "X-23 has refused to communicate with any of us. So why was two o'clock in the morning so important?" she pondered out loud, to the rest of the team. Most of them looked curious, save of Agent Thompson, who simply smirked devilishly at his fellow field agent. Jenna sighed at the man's childish behavior as she continued to score over her notes.

"More importantly," Agent Drew said as she put her arms down on the table. "What else does she know? She could have valuable insight into Hydra's operation." Typical. Always thinking like a soldier first. This girl is a marvel of scientific discovery We need more information before we proceed, Jenna scowled back as Agent Drew continued. "Since Agent Macfarlane was able to get a word out of her, I suggest that he continues to monitor her. And question her."

"Might I suggest she be allowed a little more mobility?" Kitty Pryde offered as she stepped away from the wall. "After all, keeping her locked up like this is both inhumane and unethical," she finished, earning a slight scoff from Jenna.

"There are too many tests to run," Fitz reasoned as he set his clipboard down. "For us to be running back and forth between here and the cells. It'd be way too inconvenient and taxing for-" he stopped as soon as Pryde took an aggressive step forward, cutting him off as she bellowed.

"Inconvenient?" she bristled with anger, causing both scientists to shrink back. "Her powers suggest she's related to James Howlet. A mutant. My one condition for coming here was that any mutants be placed under my protection," she growled as she continued her advance, stopped on by Agent Coulson's intervention. He stared the woman down hard as he interupted.

"All solutions will be explored," Coulson said in a diplomatic tone as something began to whine inside his pocket. He pulled out his cell phone, clicked it on and pressed it to his ear. "Yes?" he asked to whoever was on the other end of the line. Based on the muffled sounds, Jenna could tell that the person was speaking about something that was urgent. This was confirmed by Coulson's stern expression. "Yes sir," he said, "I will sir. We'll be on the ground in five minutes." he said before clicking his phone off. "We've got activity in Hells Kitchen. A suspected mutant has been attacked by the same people who attacked Utopia," he continued as he turned to face Pryde, who gave him a steely look as Agent Drew stepped forward again.

"We split into two teams," she said fiercely. "Team one will be myself, Agent Thompson, Agent Stacey, Ms Marvel and Spider-man. Team two will be Agent Coulson and Shroud," she barked as she rolled her shoulders. "Team one's priority will be dealing with the threat. Team two will recover the mutant. Agent Macfarlane will stay here to continue his interrogation."

**_XXX_**

"This is madness," Flash muttered as he sprinted for cover, keeping his rifle close to his body as he did so. The area had already been evacuated by the police, so there were no civilians in the area, save for the mutant and her family. Fortunately, the mutant, who was a thirteen-year old girl, had gained some control over her energy-projection powers, and was using them to keep the Hydra soldiers at bay. Unfortunately, the girl was panicking, and also used her powers on an armoured S.W.A.T truck that had been sent to help. She had melted a hole through it, and killed two of the soldiers inside. Now, only three wounded police officers where left to keep Hydra at bay.

Or rather, three wounded police and the reinforcements that Flash brought with him.

"Four o'clock!" Agent Drew shouted, and Flash aimed his weapon accordingly, shooting down a lone gunman as he tried to flank them. He aimed for the knees, knowing that the man might be able to provide crucial information if he was properly interrogated.

"Seven!" Gwen shouted before breaking cover and into a sharp sprint, firing her own weapon as she did so. Flash watched as two soldiers fell, bleeding from the shoulders as she slid behind a car, using it as cover.

High above them, Mary-Jane was trading shots with a military-grade helicopter in mid-air. She ducked and weaved around a barrage of bullets and rockets. The Bullets, Flash noticed, she had no trouble with. They could be avoided with ease. The rockets, however, she had to blast out of the sky, or them would reign down on the ground battlefield. And he knew that any one of those rockets would rip right through his body-armour. But he couldn't afford to worry about that right then and there, he had his own enemies to focus on, as a fire-team popped out from cover.

"Light em up!" he shouted as he hit two of them dead square in the chest. Gwen took out the other two, as the ground began to rumble. Flash's first reaction was to look skyward, and see if perhaps Mary-Jane had been unable to destroy one of the rockets. But she appeared to be on the top of her game. In fact, the helicopter was retreating to the south, with a trail of smoke coming from the rear end.

"Did we scare em?" Flash asked as he cast his eyes around, seeing no more threats. Cautiously, he stepped out from cover, but kept his weapon at the ready. It never hurt to be on the safe side of things when it could be helped. "What's team two's status?" he asked his commanding officer.

"They're safe," Agent Drew replied as she got to her feet, several metres from where Flash stood. "They got her out and are on their way back to base. A transport should be-" she was cut off by a supersonic BOOM! shaking the entire ground. Flash immediately re-assumed his combat role as he scanned for any target, finding nothing. "Ret-" the ground exploded, sending all of them to the pavement. Flash was quick to react, and tried to roll to his feet. However, a bear-sized body crashed into him, and tossed Flash aside.

Along with the remains of the S.W.A.T truck. And while Flash wasn't the smartest member of the team, he knew that no ordinary human was that strong. And yet this eight-foot tall behemoth had tossed it aside like it was nothing. That set off alarms in Flash's mind, as he aimed his rifle.

But the man moved to fast for him to draw a bead. Impossibly fast, in fact. Within seconds, he was on top of Flash, and had ripped the weapon out of his hands. As Flash reacted by drawing his sidearm, the man crushed the rifle, as a series of shots rang out from behind him. GWen and Agent Drew were attempting to draw the beast away. And their tactic worked, it did pull away towards them, promptly swiping away their weapons.

Unlike Flash, however, they were even more dangerous in close-quarters combat. Agent Drew leaped high into the air and delivered a snap-kick to it's face, while Gwen's body warped around it's legs. The sudden combination of attacks seemed to be enough to drive the man back, but not knock him down. And eventually, he began to recover, even from Agent Drew's constant attacks, which Flash knew where devastatingly powerful. He would have been unconscious within seconds. But this being was able to shrug off her kicks, and even began to dodge them, and deliver a few counter-strikes. One of which got through, and sent Agent Drew across the street, into a house.

Fortunately, Mary-Jane charged in and tackled the man before he could retaliate. Flash could see that she was attempting to compensate her lack of training with brute force. Her file said that she could lift up to ten tonnes, making her as strong as the supposed 'god of thunder.' But unfortunately, that fact alone did not seem as if would be enough, as the man rose to his feet, battling Mary-Jane in a contest of pure strength. Flash reacted by pulling out his side-arm and firing off the entire clip into the beast's back. It turned, despite the struggling Mary-Jane, who it picked up with one arm, and used the other to slash into her abdomen with.

"Shit…" Flash muttered as he sprinted towards a discarded rifle that the S.W.A.T officers had brought with them. He snapped it into his hands and began to fire a stream of bullets into it's chest as the creature charged him. Something grabbed him from the side, and caused him to roll.

_**Punch it!**_the distorted voice of Gwen Stacey yelled, seemingly from inside his mind. His body acted accordingly, and he lashed out a fist at the creature. As his fist travelled, he saw that it was covered in a black substance, and that a blade-like shape was forming. It impacted, driving into the man/creature's side, causing it to howl in pain as a helicopter whirred overhead. **_Hit it's eyes!_**Gwen's voice called out, forcing him to obey. Fall back! she shouted, as he rolled out of the way of a hail of bullets coming from the chopper, which belonged to S.H.I.E.L.D, fortunately. They managed to drive the man/beast away, into a full retreat into the sewers. The battle was over, for now at least.

Flash let out a sight as he felt something as if something was slipping off his body. Which was an accurate statement, as it seemed as though Gwen was actually slipping off of his body.

"Sorry," she said as she solidified, assuming her feminine shape. "I had to. That...thing would have killed you otherwise."

"I um…" Flash replied with a slight stutter. "Thanks…?" He said as he looked to the left, where Agent Drew was carrying Mary-Jane towards the S.H.I.E.L.D medical team, causing Flash to run towards them. "What happened?" he blurted as he looked down at his wounded former high-school classmate turned team member.

"Three vertical lacerations across the lower abdomen," the EMT replied with a steely tone. "She's got internal bleeding. Step back, I need to get her out of here," the man finished as he raised the gurney into the ambulance. He closed the back, and the driver pulled away, leaving the rest of them to simply stare at one another.

"What the hell was that thing?" seemed to be the unspoken question that lingered in the air.

**_A/N: what do you think that thing was? _**


	8. Morning

"_Huck!" _Mary-Jane Watson gasped as her eyes fluttered open. The last thing she remembered seeing was a humanoid Monstrocity bearing down on her vulnerable body. Her very vulnerable body, which was something almost unheard of, in her own mind. Never had she once considered herself to be at risk for injury after absorbing the moon rock. But after seeing that figure tower over her like it did...

"Easy," a voice said, causing MJ to turn her head, as she discovered that she was lying down on a bed. Beside her, was a somewhat frazzled-looking Jessica Drew. She had discarded her mask, letting her long brown hair fall out of it's tight pony-tail and down her back. Now, more than ever, she could see the influence of Peter's genetics. Which, admittedly, seemed to be working in the woman's favour.

"What...what happened?" MJ asked in a somewhat sheepish tone as she tried to rise from the bed.

"We where ambushed," Jessica sighed deeply. "Apparently Hydra's been really busy lately. They've created a second attack dog," she continued as MJ felt something rub the back of her hand. She saw a series of worry lines cross the agent's face as she continued. "It tore through both you and me. Agent Thompson was able to stop it, but only when working with Agent Stacey. You suffered several lacerations," Jessica finished with a heave.

"Not possible," Mary-Jane replied as she traced her free hand across her stomach. "Bullets bounce right off me. And-"

"Simmons pulled tiny fragments of Adamantium from your wounds," Coulson said as he entered the room. He carried a small tray of food with him, which he set down on her bedside table. "Which is a feat to be admired, Miss Watson. Considering that the only record we have of Adamantium being broken is by the Hulk. And that was a pin. We suspect," he continued as he sat in one of the three unoccupied chairs in the room. "That this man-creature had his fingernails replaced with artificial keratin, which was later covered in Adamantium."

"Are you sure it was human?" MJ asked, remembering that her attacker seemed to be more beast-like. Added to the fact that she remembered something about the Y chromosome not being clone-able for some reason. "Because-"

"It was," Coulson remarked with a slight shrug. "At least, at one point it was. Hydra's ability to manipulate genes in an already existing body has always been advanced. They could have taken a normal human being and turned him into that thing against his will." She shook her head in disbelief. She didn't think it was possible to just brainwash someone like that. That it was impossible to erase all of someone's personality. She couldn't imagine the pain that the person's friends and family would feel. "Agent Stacey and Agent Thompson are looking into it right now. Hopefully they have some answers for us."

XXX

"Can you at least tell me your name?" Kong asked with a somewhat tired sigh as he glanced towards the two scientists, who monitored X-23's vitals. He could tell that they where almost as tired as he was, the only break in the last six and a half hours being when MJ had been rushed into the lab and operated on by Simmons. That had been three hours ago. And it had been dead silence from the girl who was strapped to the chair, which Coulson had deemed to be a substantial upgrade from the table. Kong agreed, although he made it clear that he believed that if she gave them anything else, she should be given additional privileges, such as a cell, or food. "Is there something I can call you?" Kong asked as his head hung low. The girl simply shook her head, refusing to make a sound.

"Agent Macfarlane," Leo Fitz offered as he stepped forward. "Might I suggest we resume this interrogation in the morning?" Kong turned to the smaller man and sighed. Part of him saw the fruitlessness of his current endevours. But still, a small part of him wanted to stay and try and ween something out of their captive. It was a difficult choice for him, but eventually, he began to give in.

"You're right," he sighed as he got to his feet. "I guess she's not going anywhere to quickly," he continued as both the scientist exited the room. He would have followed, but something drew his attention. A small noise, that was a little more than a gurgle. Normally, he would have dismissed it altogether, but it was coming from X-23's mouth.

"_Moure-nig...?" _she gargled, much to his surprise. "Morg-ning?" she continued, despite the obvious amount of difficulty she was having enunciating with her jaw. He moved closer, as both Fitz & Simmons re-entered the room. Presumably they wished to confirm where the words where coming from with their own eyes, and seemed to be shocked once they did.

"Oh my god..." Simmons muttered as she leaned in from where she stood, behind Kong's back. "It's not that she wasn't talking to us because she hadn't been broken but..."

"She's not talking because she can't," Kong finished for her, appalled by the arrogance and cruelty of the person who had most likely kept her as an animal in a cage. He curled his hands into fists, doing his best to refrain from breaking something as he spoke through gritted teeth, "go tell Coulson, both of you. I'll stay here, with her," he said as the two scientists ducked out of the room. "Morn-_Ing_," he said in a drawn-out fashion, enunciating the second half of the word for her sake.

"Morg-inguh," X-23 imitated to the best of her ability. Even though she failed, Kong smiled, hoping that he was forming a trusting bond with the girl. After all, he assumed that she didn't have real friends wherever she came from. "Morgn-ing..." she stuttered once more.

"Mor-_N-_ing," he said calmly as he began to hear whispered words coming from the other side of the door.

"Mor_n_inggg..." X-23 stuttered, correctly this time, despite the elongated last part of the word. He placed a hand on her shoulder, hoping that she would take it as a sign of friendship. As soon as his hand touched her exposed skin, she bucked, as if she was reacting to imaginary pain. He quickly withdrew, and she began to calm down. She then proceeded to give him a strange look, that asked the question '_why didn't you hurt me?' _

"Friend," Kong said in a soothing tone.

"Mor_nn_ing," she struggled to say, pulling on the chains that bound her wrists and ankles as she did so. "_Ffrriend?"_ she finished, with a still uneasy tone of voice as she looked at him with bright green eyes.

XXX

"I'm not comfortable with you putting mutants in a 'facility'" Kitty Pryde growled as she stared the taller, blonde S.H.I.E.L.D agent down with cold fury in her words. She hadn't let this woman intimidate her several years ago, and she wasn't about to let her do it now.

"And I'm not comfortable with you being on this team," Carol Danvers snapped back aggressively as she set down several papers on the round table in the centre of the room.

"Excuse me?" Kitty growled as the older woman circled around.

"With you being on Coulson's personal team of Peter Parker's favourites," Carol Danvers continued in a merciless tone of voice. Kitty took a small step back, which caused the woman to smirk slightly. "Don't think I didn't notice what he did. Director Fury noticed it as well," the woman continued aggressively. "Agent Coulson sought out every super-powered individual who Peter Parker associated with and-"

"Spider-Man," Kitty shot back with a steely glare.

"What?" Danvers grumbled.

"He didn't give you his name," Kitty stated clearly as she straitened her back. "And that means, you have no right to use it," she finished with a curt nod to the woman who she was beginning to hate as much as she did Magneto and his brotherhood of mutant supremacy. Which was saying a lot.

"I have _every right," _Danvers growled in retaliation as she snatched up a series of papers. "I have just as much right to refer to that _boy _as I wish as I do to detain a mutant."

"But what you don't have the right to do," Kitty fumed as she inhaled deeply, "is detain an individual who is under the protection of a foreign country."

"A foreign-?" Danvers stammered disbelievingly.

"The U.S government claims that Mutants don't qualify for citizenship," Kitty continued, as a smirk edged at her mouth. "And Utopia claims being a Mutant is the only requirement for citizenship. If you don't like that, then I suggest you give the president a call and ask him to change your policies," she finished with a victorious smirk, knowing that she had won the argument.

XXX

"Well," the man smirked as he placed his hands on the table. All around him his fellow Hydra commanders sat on ornate chairs, waiting for him to finish giving out commands. "Even with the loss of X-23, our plans are moving along as expected. X-50 was more than capable of dealing with three supers on his own."

"Then we are to move along as intended?" a woman on the other end of the table asked intently. "The phase two soldiers will be ready in three days time, sir. I suggest we wait until then, at the very least."

"No," another man cut in from across the table. "That will take to long. S.H.I.E.L.D is already onto us. I say we wipe them off of the table before it's to late." The man was certainly onto something, in his mind. And several others at the table seemed to agree with him.

"Strucker is right," A second woman said with a nod, "any delays in the operation would be detrimental to our plans," she continued as she turned to face the man at the head of the table. "I can have a battalion equipped in five hours time, sir."

"Our super-soldiers will be enough," Strucker said as he stood up from his chair.

"But to be sure," the woman replied with a steely tone. "We should send in regular troops to provide fire support. And for data retrieval."

"Fine," Strucker sighed with slight defeat. "We move out in six hours. Hail Hydra," he finished as he snapped to a sharp salute and exited the room.

_**A/N: what do you think Hydra's planning? What's the mystery of X-23 & X-50? **_


End file.
